Key Takeaways
- Florida business law protects companies from unfair competition, contract breaches, and partner disputes.
- Acting early saves time, money, and business relationships.
- An experienced business attorney helps you assess risk and choose the right legal strategy.
Under Florida law, a force majeure clause excuses performance only to the extent its own language covers what happened. Courts read these clauses narrowly, so everything turns on whether your contract names the event, spells out notice rules, and requires mitigation. If you’re staring down a hurricane, a supply breakdown, or a pandemic-era disruption, the fix starts with rereading your contract, documenting the impact, and confirming notice deadlines before you call it quits on performance.
TL;DR:
- Florida courts strictly interpret force majeure clauses based on their specific wording, requiring precise event naming, notice, and mitigation efforts.
- Performance delays caused by weather, government orders, or unforeseeable disruptions are more likely to be excused than economic hardship or increased costs.
- To invoke a force majeure, parties must follow exact notice procedures, document the event and mitigation, and coordinate with legal counsel early.
- Pandemic-related claims depend heavily on specific clause language or official orders, while hurricanes usually qualify due to Florida’s weather precedent.
- Without a force majeure clause, defenses are limited to strict legal doctrines like impossibility or impracticability, which courts enforce narrowly.
Table of Contents
- What a Force Majeure Clause Means Under Florida Law
- How Florida Courts Interpret and Apply Force Majeure
- How to Invoke a Force Majeure Clause in Florida
- Pandemics and Hurricanes: What’s Different in Florida
- If Your Contract Has No Force Majeure Clause
- Drafting a Force Majeure Clause That Actually Works
- How Fornarolegal Evaluates Force Majeure Claims for Florida Clients
- Get Help Reviewing or Enforcing a Force Majeure Clause
- Statutes, Opinions, and Practitioner Materials Worth Reading
- Sources
- FAQ
What a Force Majeure Clause Means Under Florida Law
A force majeure clause is a contract term, nothing more. Florida doesn’t have a general statute that automatically excuses performance for every business contract when disaster strikes. Instead, judges look at what the parties actually wrote down and enforce that language, according to Florida Bar practice materials on the topic.
Most clauses list specific triggering events, then add a catchall phrase like “or other events beyond the parties’ reasonable control.” That catchall matters more than people think. Courts won’t rewrite a narrow list to cover something it doesn’t mention, but they also won’t ignore a broad catchall if the surrounding language supports reading it expansively.
For contracts involving the sale or lease of goods, Florida’s statute on excused performance fills some gaps even without a force majeure clause:
- It excuses delay or nondelivery when performance becomes impracticable due to an unforeseen contingency.
- It also applies when a party complies in good faith with a government regulation or order.
- The statute requires seasonable notice and, where a supplier has partial capacity, fair allocation among customers.
How Florida Courts Interpret and Apply Force Majeure
Florida courts have a consistent pattern here: broad sympathy for events tied to weather, government action, or genuinely unforeseeable disruptions, and almost no patience for arguments that a deal simply got less profitable. Excessive rain that delays a construction project has qualified. Permit denials have qualified. Economic hardship, by itself, generally has not, per the same Florida Bar force majeure materials.
Pro Tip: If your argument boils down to “this got more expensive,” you’re relying on the weakest version of a force majeure defense. Courts want to see the event made performance impossible, not just less profitable.
A 2024 Florida appellate decision, Berman Construction & Development, Inc. v. Carnaval Home, LLC, sharpened this picture. The court examined a risk-of-loss clause with expansive catchall language and held that broad wording can shift risk onto one party, and that whether an event actually excuses performance is often a factual question for the jury, not something a judge can resolve on the papers alone.
Two key factors influence Florida cases:
- Whether the party can directly link the disruptive event to their inability to perform.
- Whether trial counsel preserves the right to have the jury consider excusal defenses by requesting appropriate interrogatories.
How to Invoke a Force Majeure Clause in Florida
Follow the contract’s notice provision to the letter. If it says written notice within 10 days by certified mail, that’s what you do, not a phone call or an email that seems close enough.
- Locate the notice clause and confirm the method, deadline, and required recipient.
- Draft a notice that names the specific triggering event, cites the contract section, states the expected duration of impact, and describes mitigation steps already underway.
- Send it through the exact channel the contract requires, and keep proof of delivery.
- Start collecting evidence immediately: government orders, vendor correspondence, repair estimates, and a timeline connecting the event to your inability to perform.
- Loop in a Florida business attorney once the other side pushes back, before you make representations you can’t walk back later.
Courts and counterparties both respond better when mitigation is documented in real time rather than reconstructed after the fact. León Cosgrove Jiménez, LLP’s guidance on force majeure makes the same point: contemporaneous notice and documented mitigation efforts materially improve your odds in negotiation or in court.
Pandemics and Hurricanes: What’s Different in Florida
Pandemic-related claims live or die on specific wording. If your clause lists “epidemic” or “pandemic” by name, or ties triggers to a government declaration, you’re in far better shape than a business relying on a generic catchall. Practitioner commentary notes that Florida had almost no pre-COVID case law addressing pandemics specifically, which means outcomes depend heavily on your exact clause language and the official orders in effect at the time.
Hurricanes sit on more established ground. Florida courts have a long history with severe weather disrupting construction and supply timelines, and power loss or storm damage tends to get treated as a qualifying event in many contexts.
A few markers to check either way:
- Was there an actual government order or emergency declaration, not just general disruption?
- Did the event make performance impossible, not merely inconvenient or costlier?
- Can you point to a specific date range tied to the event, rather than a vague “ongoing difficulties” narrative?
If Your Contract Has No Force Majeure Clause
You’re not automatically out of options, but your path narrows considerably. For contracts covering the sale or lease of goods, Florida’s excused performance statute can step in where an unforeseen contingency or a government order made performance impracticable, provided you give seasonable notice.
Outside that statute, you’re looking at common law doctrines that Florida courts apply narrowly:
- Impossibility, when performance has become objectively impossible, not just harder.
- Frustration of purpose, when the entire reason for the contract has evaporated, not merely become less profitable.
- Impracticability arguments tied to extreme, unforeseen cost or supply disruption.
These defenses are fact-heavy and unpredictable without a written clause backing you up. If you’re staring at a contract with no force majeure language and a real disruption on your hands, getting a lawyer involved early, rather than after you’ve already stopped performing, tends to change the outcome. Our guide on contracts following COVID-19 walks through how these equitable defenses stack up against a written clause.
Drafting a Force Majeure Clause That Actually Works
Most force majeure disputes trace back to sloppy drafting, not bad luck. If you’re negotiating a new contract or revising one after a rough year, build in these elements:
- A specific list of triggering events (hurricanes, government shutdown orders, epidemics named explicitly), followed by a genuinely broad catchall.
- A clear definition of “unable to perform,” distinguishing impossibility from mere increased cost.
- Exact notice requirements: method, deadline, and required content.
- An affirmative mitigation obligation, so the excused party can’t just sit on its hands.
- Language addressing suspension versus outright termination if the disruption drags on.
- A provision coordinating the clause with any business interruption insurance coverage, so you’re not fighting two separate battles with two different definitions of “loss.”
Pro Tip: Decide upfront whether your trigger requires a formal government declaration or just an objective showing of impact. A declaration-based trigger is easier to prove but narrower; an objective-impact test is more flexible but invites more argument later.
Push for defined notice windows and cure periods during negotiation, not just a force majeure clause in isolation. Pairing a catchall with an objective-impact trigger and a clear mitigation mechanism, rather than relying on the catchall alone, cuts down on later disputes about whether an event actually prevented performance. Our contract risk management guide covers how to allocate this kind of risk before you sign anything.
How Fornarolegal Evaluates Force Majeure Claims for Florida Clients
Matthew Fornaro brings over 20 years and an AV® Preeminent rating to reviewing these disputes, and the pattern rarely changes: businesses that acted early with clear documentation come out ahead of those who waited.
On intake, we typically ask for the contract itself, any notices sent or received, a timeline of events, copies of relevant government orders, and vendor correspondence showing mitigation attempts. The most common misstep is late notice paired with weak causation proof, exactly the combination that sinks a case before it starts.
— Matthew
Get Help Reviewing or Enforcing a Force Majeure Clause
Legal professionals can help you navigate force majeure disputes more effectively than guessing alone. Where generic online contract templates leave you with vague catchall language and no notice strategy, experienced counsel can apply years of Florida business law expertise to your specific clause, facts, and deadlines.
Whether you’re trying to invoke a clause after hurricane damage, defending against a claim from a counterparty, or rewriting your contracts so this never becomes a fight again, we handle contract review and drafting, negotiation, mediation, and litigation when it comes to that. Construction-specific disputes involving risk-of-loss language, like the issues raised in the Berman Construction opinion, fall under our construction litigation practice as well.
Before your consultation, gather your contract, any notices already exchanged, a timeline of the disruption, and copies of relevant government orders or vendor correspondence. Consider consulting a qualified business law attorney to review your contract and options before a deadline passes.
Statutes, Opinions, and Practitioner Materials Worth Reading
The sources behind this guide are worth reading directly if you want the full legal text rather than a summary:
- Florida Statutes § 680.405 covers excused performance for lease and sales contracts.
- Berman Construction & Development, Inc. v. Carnaval Home, LLC is the appellate opinion on catchall clauses and risk-of-loss language.
- Florida Bar force majeure materials summarize case law trends and drafting practices.
None of these substitute for advice tailored to your actual contract and facts. Talk to a Florida business attorney before you act on any of it.
This article is general information, not a substitute for advice from a qualified lawyer. Consult a qualified legal professional about your own circumstances before acting on anything here.
Sources
- BERMAN CONSTRUCTION & DEVELOPMENT, INC. v. CARNAVAL HOME, LLC (appellate opinion)
- Florida Statutes § 680.405 — Excused performance (2025)
- FORCE MAJEURE, IMPOSSIBILITY & FRUSTRATION OF PURPOSE: COVID-19 AND BEYOND (Florida Bar materials)
FAQ
What Qualifies as a Force Majeure Event in Florida?
It depends entirely on your contract’s specific language. Courts have excused performance for events like excessive rain delaying construction and permit denials, while rejecting claims based purely on economic hardship, according to Florida Bar practice materials.
What Are the Exceptions to a Force Majeure Clause?
The main exception is scope: a clause only excuses events it actually covers, whether through a specific list or a broad catchall. Even when an event technically qualifies, most clauses still require timely notice and reasonable mitigation efforts, and failing either can void the excuse.
What Voids a Contract in Florida?
Contracts typically become void or voidable through lack of capacity, fraud, illegality, mutual mistake, or a failure of an essential condition, none of which are the same thing as force majeure. Force majeure doesn’t void a contract; it temporarily excuses one party’s performance under specific circumstances defined in the clause itself or under Florida’s excused performance statute.
Does a Pandemic Automatically Trigger Force Majeure in Florida?
No. A pandemic only triggers relief if your clause names “pandemic” or “epidemic” specifically, or ties the trigger to a government declaration, and Florida had little pre-COVID case law addressing this directly. Without that specific language, you’re often arguing common law defenses like impossibility instead, which Florida courts apply narrowly.
Can Fornarolegal Help Me Review My Existing Contract?
Yes. Fornarolegal reviews existing force majeure language, advises on notice compliance, and handles negotiation or litigation if a dispute develops, drawing on Matthew Fornaro’s 20-plus years of Florida business law experience. Contact the firm through its business transaction services page to start a review.
